Tokyo Defenders Assemble
by DarkRanger12
Summary: When the Vice President of Stark Industries Japan gets a call in the middle of the night she didn't know that it was going to be the start of an adventure of a lifetime.
1. Chapter 1

**Tokyo Defenders Assemble**

A altered Bubblegum Crisis/Marvel Cinematic Universe Crossover

Written by Darkranger12 and Shanejayell

Part One

 **May 3rd Tokyo 2032AD**

Dustine was woken by a shrill ring. She fumbled for her cell and answered it with a yawn. "Ageni here. Talk to me."

"Ageni its me." Tony Stark said crisply. "I need you in Germany STAT. Suit up."

"Is it 10 rings again?" Dustine asked as she flung the sheets off herself and gathered her clothes.

"No. Its something more dangerous," Tony said evasively then admitted as she put on her clothes while holding the cell to her ear with her chin to her left shoulder. "Ill tell you while your enroute. Meet you in Germany."

"Right." Dustine nodded then sighed as the link was cut then dialed another number. She waited for it pick up and smiled. "Hey Akeno. Need to borrow you for a while."

"Borrow me how," The dark haired woman purred teasingly.

"Get your but into the Rescue armor," Dustine rolled her eyes. "Tony needs us."

"Did he say that exactly?" Akeno asked.

"No but I figured that some extra support could be good." Dustine shrugged.

"Fair enough. Akeno out." Akeno cut the link.

"Your going?" Her red haired partner in her bed asked.

"Yep. Keep the tower running for me." Dustine winked as she trotted out the door.

"I can help too you know." Rias Gremory pouted and slipped out of bed. As she slipped on her clothes, Dustine was already in a lift. Waldo arms extended from the elevator walls, switfly covering her in black and yellow colored armor segments

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30 minutes later.

Stuttgart Germany

"KNEEEEL!" Johann Schmidt bellowed to a crowd of museum goers surrounded by armed men, cyborgs and a few combat boomers. He was wearing a overcoat over a black fashionable suit. The staff he carried had a glowing gem, that seemed to entrance those around him.

"Ah, if we had had this in the 40s," Schmidt murmured as he gazed at his captives within the main hall of building then turned to his armed troops. "Anyone who resists...kill them."

"Yes sir..." The troops nodded, heavy arms trained on them as began to trot up the steps of the

A young woman with brown hair frowned. Suddenly, she changed into a tall blonde causing the troops to gasp. Shmidt paused as he was up the stairs then gaped. "What in the world..."

"These are under MY protection," the tall blonde with rippling muscles growled. "Do not harm them."

"Yours..?" Schimdt blinked then laughed. "What could you do Fraulein."

"A lot actually." The blonde stated as Asgardian armor formed around her.

"A Valkyrie!?" Schmidt cried sounding somewhat suprised then declared in defiance. "You should be serving me!"

"I protect this WORLD, Nazi. Not one piece of it." Valkyrie declared.

"Seize her!" Schmidt declared loudly to the troops.

Valkyrie sighed as two armed men came at her with weapons trained on her. She threw her heavy war hammer at one; sending him flying then decked the other with her Asgardian shield.

"Scatter! To the exits!" Valkyrie waved to the doors with her shield then crouched behind it as two fired their rifles at her. As the crowd escaped, Valkyrie growled then lept at the pair in a single bound bashing them both away with both her hammer and offhand weapon.

Schmidt growled then trained his staff on her and blasted the shield away with a blue bolt of energy. She growled then lept at the man, only to be grabbed in mid leap by a few cyborgs. She was brought down into a heap with two of the cyborgs holding her down while one or two got a few hits in. She struggled to her feet then threw one off of her in a judo throw. She bashed another with her hammer and ran for her shield.

"Seize her I said!" Schmidt bellowed. The Cyborgs obliged and charged at her.

"Odin help me..." She growled as she grabbed her shield.

Moments later, booming heavy rock music played on the museum's PA system. Thunderous explosions uptop occured shortly after as Dustine and Rescue dealt with a few army version Hammeroid drones. As they did, Tony swooped around a building and headed for the museum.

"Hows it coming you two..." Tony asked as banked around a skyscraper towards the modern museum in Stuttgart.

"We've cleared the route, boss," Dustine replied then spotted a quinjet entering the airspace "Boss, Quinjet fastly approaching. Could be allies or enemies."

"Keep an eye on it. I'll be there shortly." Tony said crisply

"Gotcha boss." Dustine replied then grunted and zoomed as two figures dropped out of it on a motorbike. "A motorbike just dropped down from it. Their heading straight for the museum, boss."

"Romanov and the Captain?" Tony asked.

"Confirmed." Dustine nodded.

"Then Lets beat em to it..." Tony quipped and flew past her towards the museum.

"Oh for the love of..."

"I'll keep a eye on things out here," Akeno added. "Go get Schmidt."

"Right!" Dustine nodded and flew after Tony who was already targeting a cyborg in the skylight.

Valkyrie grunted as a cyborg lept at her only to have it blasted back by Iron Man.

"Thank the All Father..." Valkyrie sighed.

Valkyrie sighed as Tony landed soundly next to her.

"No sweetheart, thank me," Tony quipped glancing at his surroundings.

"Sir this is no time for flirting..." JARVIS noted then reported "THere are ten fully equipped combat cyborgs within range, along with larger numbers of armed troops."

"Plus three combat boomers..." Dustine noted as she landed shortly there after, in a similar stark way, though she was kneeling at the time.

"You know your going to damage the knee armor if you continue to do that," Tony quipped.

"Herr Iron Man...I presume." Schmidt replied then gestured to his men. "I've heard much about you from these fellows...and you fraulein?"

"You can call me...War Maiden." Dustine stated crisply.

"War Maiden." Tony noted, mildy impressed. "Based on War Machine. Could use some work though. Could get a focus group on it."

"Not now tony." Dustine sighed.

"I'm giving you one chance to join us..." Schimdt stated "I could use soldiers like you in our glorious new reich!"

"Oh HELL no..." Tony said

"Same." Dustine nodded.

Shcmidt was about to order to the troops to attack when two figures on a motorbike crashed through the entrance way.

"Stark. Didn't Fury TELL you to wauit for back up?" Black Widow noted, the redhead stopping nearby him

"You know me, I want to get right to it..." Tony quipped then gestured to Dustine. "...and I have back up."

"Hey.

"Mein Gott! Captain America...!" Schmidt replied recognizing Steve Rogers. He then proceeded to remove his mask revealing his true face. "Looks like I have a chance to face you again."

"That is one Ugly Mother..." Tony began

"I don't know how you got here, but I WILL stop you again." Captain America stated.

"Kill them all!" the Skull roared then fired at him with his scepter.

Like poetry in motion Cap swiftly blocked the bolt with his shield, then charged at Red Skull.

"Time to go to work..." Dustine said crisply and rushed into the battle with the other heroes as Skull's troops started to fire at them. Black Widow agilly fought the mostly human troops, leaping and kicking at them.

"Such warriors, I did not expect this," she noted then rushed into battle with them. Dustine and Tony were taking their shots, firing at several targets with their repulsors. Annoyingly, the cyborgs were holding up well.

"We're going to have to close the range..." Tony note leaping up and into a crowd where he started blasting a few

"Oh for the love of..." Dustine grunted and dove in after him, beam machine guns and her shoulder mounted gun blazing at targets as she back him up. Thankfully once they got closer the armor was less effective.

"Remind me to find out who designed these," Tony added

"So you can arrest him?" Dustine asked as they fought side by side.

"No, so I can hire him. They do good work."

"TONY..."

"Just a thought." Tony quipped.

Meanwhile, as they fought the last remaining cyborgs, Valkyrie smashed through a few cyborgs then yelped when a boomer nearly blasted her with its mouth cannon.

"Shit..." Dustine growled then readied her railgun and fired at the combat boomer. The rail needles tore through its armor causing the boomer to collapse

"Thank you!" Valkyrie beamed at her

"Don't mention it..." Dustine nodded then scanned for the other boomers. "Where..."

"Diiiiie!" The other two boomers bellowed as they leaped at the pair.

"Right back at you..." Valkyrie growled and threw her short handded warhammer at the boomer. It punched right through one's chest causing it to fall helplessly at Dustine's feet..

"Damn. I should get one of those," Tony quipped as he repulsored the other.

"I don't think its the hammer itself tony..." Dustine quipped

Meanwhile a group of goons had surrounded Black Widow who was carefully gauging her surroundings. "Who the hell are you guys."

"Hail Hydra." A few goons saluted with one hand.

"What..." Widow grunted.

Hail hide and seek!" the man in red and black yelled as he grabbed at Black Widow

Widow gruned then wiggled out of his grasp then blinked. "Wilson what are you doing here?"

"A pay cheque is a pay cheque." Deadpool shrugged.

"Mercenary." Widow hissed.

"And proud of it," he said cheerfully as he pulled out his sword. "Lets dance, Widow."

"As you wish..." Black Widow pulled out two stun batons.

"Niiiiiiiiiiiice," Wilson grinned under his mask and charged.

"Come, Captain, and face your end!" the Skull laughed as the pair fought in the background. Captain America raced up the stairs. Red Skull laughed as he fired at Cap with a machine pistol, spraying the stairway in bursts of bullets.

"I see sleeping in the ice hasn't slowed you down, Herr Captain," the Skull noted

"Nothing will stop me from taking you in..." Steve noted then rushed him only to have Barton to swing around and use an explosive arrow against his shield.

"Ugh!" Steve grunted as he was knocked back by the explosion.

"Clint!" Black Widow yelled on seeing him, which was surpisingly ignored as he whispered something to Red Skull.

"Yes I see..." Red Skull nodded then bellowed to the remainder of his small force as he gestured to the exits. "Retreat! Retreat! We have what we came for!"

With almost inhuman speed Clint readied another and shot it at Captain America as Red Skull retreated. Steve Rogers blocked the arrow this time with his shield and charged at Barton. Red Skull, meanwhile, sneered at Steve Rogers as his men retreated to the fire exits. "Auf Wiedersehen, Herr Captain."

"Darn it!" Cap growled as he decked Barton in the jaw. Barton grunted then then gasped as Cap smashed his shield across the bow sending it flying.

"Do you know how much those COST?!" Deadpool yelped

"Shut UP Wade," Widow kicked him in the head.

"Please miss, can I have some more...?" Deadpool quipped groggily.

"Can it..." She tazed the man in red and black.

"Ow...my siiiiiiides." Deadpool slumped to the ground.

Meanwhile, Cap and Barton traded blows until he swatted the expert archer like a fly against the railing with his shield. Barton banged his head on the railing, wobbled, staggered then slumped to the ground as the last of the cyborgs fell.

"Thats the last of them..." Valkyrie noted as Black Widow ran to check on Barton.

"Looks like it..." Tony noted.

"Um. Guys?" Akeno piped up as she spied two armored vehicles approaching the museum from her post in the air.

"Yes Rescue?" Dustine asked.

"Two heavily armored cars with beam guns of some kind heading directly this way." Akeno replied as Widow checked on Barton. "It matches the ground vehicles at Herr Schimdt's forces used in the 1940s."

"Heavy weapons?" Tony asked

"Yes." Rescue nodded.

"Damn it." Dustine sighed as she hovered in the air.

"Okay people. We gotta go!" Iron man.

"Thats..." Rogers made a face hearing the ground vehicles approach.

"A bunch of trouble. Come on." Tony replied then cursed as one of them fired on the buildings exterior. He zipped over to Barton and collected the downed Archer. "Damn it! Ageni! Up top! We'll follow."

"On it..." Dustine boosted out of the skylight. They were firing into the buildings second floor as she rose, then shifted aim to target her.

"Oh crap..." Dustine grunted then flitted about, dodging the attacks.

"Could use some back up out here Rescue..." Dustine noted as the others rushed out to deal with the armored cars.

"I'm busy here too..." Akeno noted as she flitted about as the other armored car targeted her. She blinked as more targets suddenly appeared on her radar. "Boss. Ma'am. Looks like a pair of quinjets are inbound."

"Friendly?" Tony asked as he placed barton in a safe place.

"Uh..." Akeno blinked at the fast moving targets then grunted as they aimed their turrets at her and fired at her. "Nope! Definitely not friendly!"

"Great..." Dustine noted then fired off an arm missile at the one armored car. The missile streaked towards the armored car and impacted against the armor perfectly. The advanced 'penetrator' warhead cut into the armor then expolded, blasting out the side. Dustine grinned as she saw the armored car shudder as the engine nearly blew then grunted as the turret took aim. Moments later she saw Valkyrie's warhammer literally bend the barrel and knock the turret off its track as Captain America ran towards the vehicle.

Cap leapt into the broken compartment, and there was a sound of a scuffle. Moments later the tank crew were tossed outside, out cold. Cap is actually kinda pleased since this is at least familiar feeling. Meanwhile, Black Widow raced towards the the other on the bike.

"The looser buys the other one drinks..." Tony quipped joining her.

"Not gonna take that bet." Widow muttered then frowned as three troops dashed out and started to fire.

"Incoming." Tony noted cooly.

"Got it." Romanov nodded, raced ahead, slid her bike into one then knocked him away with the rear tire.

"Not bad," Tony noted then blasted the other two repuslor beams.

"He won't be getting up from that." Romanoff noted.

"Probably not." Tony shrugged.

"Is that the last of them..." Captain America asked.

"Looks like it Captain." Dustine noted as she landed near them.

Moments later, the other two Quinjets jetted off the roof of the building with one parting cry from Red Skull over the loudspeaker. "I will love seeing your beloved Brooklyn burn, Herr Captain! Good bye!"

"Or not..." Dustine sighed.

"Who gets to tell Fury?" Widow sighed.

"Not it." Tony quipped.

"Boss..." Dustine sighed.

 **o0o o0o o0o o0o o0o o0o o0o o0o o0o o0o o0o o0o** ** **o0o o0o o0o****

Holy shit. That's insane," Akeno noted as they flew toward the double deckered carrier that was sailing cautiously in the atlantic ocean

"It is big yes." Dustine noted

"Its stark based tech..." Tony noted. "Mostly anyway."

The Quinjet carrying cap, valkyrie, widow and barton flew along side them.

"Flight control this is widow...we've returned."

"Without the prize?" A gruff male voice asked

"Sorry boss...he got away.." Widow answered

"Roger that. I want a full debrief later," Nick Fury sighed. "...and your bringing some friends?"

"Yeah..." Widow nodded.

"Alright...come aboard." Nick Fury replied

"Thank you sir..."

"This is flight control," a female voice cut in, "please use landing pads 3 and 4."

"Roger."

THe quinjet swept onto the deck followed by Tony, Dustine and Akeno. A security team waited for them as they arrived. Dustine noted that their weapons were not drawn but a few were at the ready

As the other members disembarked, barton was quickly whisked away by a medical team while Maria gazed at Valkyrie sternly.

"We've returned Commander Hill." Steve nodded.

"Good. Whose the blonde." Hill asked

"I am not 'the blonde.' I am Brunhild the Valkyrie." Valkyrie noted.

"Welcome aboard," Hill nodded, while making a note to security check her. She waved to an entrance. "This way please. Director Fury is waiting."

"Thank you..." Captain Rogers nodded then gestured to the ladies. "Ladies first."

"Thanks." Dustine nodded.

"He just wants to look at our asses," Akeno teased

"No, that's Tony," Black Widow noted.

"Ack," Steve went pink while Tony snorted with amusement then glared at the trio. "Language please."

"Sorry..." they said. They made their way through the corridors, getting odd looks by folks until they reached an intersection. Dustine coughed and pointed to the corridor. "Sorry but we've gotta climb out of our suits."

"We'll be right back." Akeno promised.

"Just don't wander off." Maria Hill warned them.

"Much as I'd like too..." Tony muttered.

"Boss." Dustine hissed.

"Right right," Tony sighed then nodded as they walked towards a medium sized room that had three built in suit containers. "Lets get out of these suits."

"Yes sir." Dustine nodded.

"Why are there suit containers here?" Akeno asked.

"Contingency...for...you know whatever." Tony said offhandedly.

"Understood." Akeno nodded.

'Could be for warmachine and my unit too.' Dustine thought as their armors popped open.

Several minutes later, Tony, Dustine and Akeno walked into in a briefing room overlooking the bridge. Nick Fury nodded to the group then gazed at Tony and his team. Dr Banner was standing off to the side looking skittish.  
"Mr Stark, are you and your entourage finally joining our little party?"

"Kind of have to." Tony noted as he strolled in and sat next to Captain America. Dustine and Akeno followed suit. "That nut threatened my base in New York, too."

"...and you ladies?" Nick Fury asked.

"Schimdt is dangerous." Dustine shrugged as she made her way over to a couch and sat on it. "I'm in on this too."

"I am too." Akeno nodded.

"I am Brunhilde from Asgard," Valkyrie nodded as she introa "I'm a guardian of this world. I'm in."

'Another Asgardian. Great.' Nick Fury thought warily then glanced at Romanov. "Well. Welcome aboard. Now if you don't mind Miss Romanov. I'd like to hear that report now."

"Certainly sir," Natasha Romanov nodded. "As we arrived...Iron Man, War Maiden and Rescue were...already dealing with some interference around the buildings perimeter. Combat drones I believe."

"HAMMER Army Drones actually ." Dustine nodded and called up a file on the high tech briefing table. "Not as tough as boomers but they were irritating enough."

"How is that guy still around?" Tony asked off handedly.

"Ran to Japan. Started to build his drones there." Dustine sighed.

"Not prosecuted in the US?"

"Money. Lawyers. Out of jurisdiction. It happens," Nick made a face

"...and its right in my backyard now." Dustine sighed.

"Ours," Akeno added.

"Is Hammer officially working with the Skull?" Steve asked

"Should be looked into. See if we can trace a moneytrail." Tony noted.

"Hill?" Fury nodded

"ON it, sir."

"What happened next..." Fury asked.

"We rode in found Miss Brunhilde engaged in combat with the armed men and combat cyborgs that Red Skull had employed." Natasha noted. "We moved to assist, but were unable to capture the Skull."

"Why not?" Fury frowned.

"Guy had a LOT of toys. Armored cars. Cyborgs." Tony noted."

"Plus Quinjets. Commandeered probably." Natasha noted.

"Plus 55C combat boomers." Dustine noted.

"Anything else." Fury asked.

"We recovered Barton, but Skull escaped with the isotope that they needed." Captain America noted.

"We might be able to scan for the reactions from the isotope..." Bruce Banner spoke up. "But why would they need it."

"Stablize the portal it generates?" Tony suggested. "The data I hacked from SHIELD says the gate breaks down fast and causes massive destruction in its wake."

"Hacked?" HIll glared at him

Tony just shrugged

Dustine facepalmed.

"That's possible," Banner agreed "But you'd need a power source to open up the portal."

"Why are we looking for it though...we know where he's heading." Steve asked then admitted. "Skull said that he wanted to see Brooklyn burn. So its new york where we should go."

"Yeah but where in new york." Tony shrugged.

"Could be a needle in a haystack." Dustine noted

"The Skull is a egotist... he wants to show everyone he won." Steve noted

Stark realized...then made a face. "We just got the arc reactor for the tower online."

"AND it's the tallest building in Manhattan." Fury noted.

"Do we know what they're bringing through the portal." Natasha noted.

"Could be anything." Fury noted.

"It's the Red Skull." Steve nodded then frowned "I can BET you it's a weapon or an army."

"What are they using to open up the portal if I may ask." Valkyrie asked.

"The Tessaract." Fury noted. "The Nazi's found it first. It was lost near the end of world war II. Then it was found again and stored in a secure location."

"The Tessaract," Valkyrie murmured. The Asgardian warrior fell quiet a moment then got up to leave. "I need to go pray to Odin. Perhaps another miracle might happen."

"A prayer huh...yeah we're gonna need a few of those." Fury noted then glanced at Agent Coulson. "Take her somewhere quiet...and safe."

"Yes sir, right away," Phil Coulson nodded. "This way ma'am. I'm Phil by the way."

"Phil, Son of Coul? The Odinson speaks highly of you," Brunhild noted as they walked off

"That's... nice, I think," Phil blinked

"That was...odd." Bruce noted.

"No Dorothy we're not in Kanas anymore toto..." Stark noted.

"I get that reference." Steve Rogers noted.

"Ahem right..." Dustine coughed then nodded as she glanced at Akeno. "Any chance Red Skull could bring more of his men and boomers to New York?"

"Its possible...but he'd have to fly them in." Fury noted.

Dustine thought a moment then nodded. "I think I should update my er our home base and tell them we won't be back just yet."

"Her wife is gonna be PISSED," Tony noted

"Wife?!" Steve blinked

"But she's..." Steve pointed.

"Times have changed Captain." Tony noted.

"And not wife, exactly. Tho we are engaged," Dustine note then glanced at Fury. "That is if I can."

"Don't worry. The signal booster in the Starkphone eight can cut through ANYTHING." Tony noted

"Don't advertize your merch, Stark." Fury grumbled then sighed. "Fine but make it short and sweet."

"Thanks..." Dustine nodded.

 **minutes later.**

"What? Your not coming home!?" Rias asked cried.

"Not yet. Sorry." Dustine sighed as she leaned against a wall. "The mission has gotten a little more...problematic."

"But.. we booked the whirlpool! And I had a special dinner and everything!"

"I'll make it up to you, promise," Dustine vowed

"Do you need any help?" Rias asked then mused. "You have my card right? Keep it on you and I can cast a group summoning."

"Stand by and wait for a call." Dustine noted. "Gather the usual group."

"Okay. Stay safe." Rias nodded.

"Will do." Dustine nodded cut the link and turned to see stark just smirking wryly at her. "Ah! Boss!?"

"Making wedding plans?" Tony quipped.

"Hahaha..." Dustine rolled her eyes. "No...contingency."

"We DO have a Hulk you know..." Tony murmured, glancing at Bruce.

"We may need more than one..." Dustine sighed.

"Jen?" Tony whispered.

"Yep." Dustine nodded then glanced at Fury having a one on one chat with Steve. "Think we're not the only one that has contingencies?"

"He...probably has a few." Tony noted.

"I wonder what they were doing with the Tessaract?" Dustine wondered.

"Knowing SHIELD, they would probably weaponize it." Tony murmured quietly to her. He then grinned at Dustine. "I'm heading to the lab with Banner. Join me?"

"Tony, I've been up 30 hours. I'm catching some sleep." Dustine sighed.

"Fair enough..." Tony shrugged then grabbed banner by the shoulder. "Come on Banner. Lets do some science together."

Dustine smiled wryly at him before leaving for her quarters. "The man's powered by an arc reactor and coffee...he just won't quit."

"I worry about his relationship with pepper because of this though." Akeno noted.

"That's between them. They don't pay me enough to be a relationship therapist..." Dustine sighed as they walked down the corridor together

May 4th 6:30AM Atlantic Ocean Off of the coast of new york

The booming sound of thunder woke Dustine from a sound sleep

"What the..."

"Thunder?" Akeno asked as she rose on the other side of the bed.

"WHere did you...?!"

"I got cold." Akeno giggled.

"Liar." Dustine rolled her eyes as she ducked into the bathroom brushed her teeth and dressed fast.

"Whats the rush...?" Akeno asked.

"You saw the screens last night," Dustine noted. "Not a thunder cloud on the radar screen...and thunder now?"

"Could be Miss Storm..." she suggested.

"Out here?" Dustine asked as they hurried out and headed for the bridge. As they ran she flipped open her phone, just as it rang.

"Did you hear that?" Tony noted excitedly.

"Yeah..." Dustine answered as a few crew techs ran about. "Bad weather?"

"Just regular clouds," Tony quipped then chattered excitedly some more. "I hacked the carrier externals and there's one HELL of a thunder and lightning show out there. Its nothing that I've seen before. Well someone else did several months ago but not me."

"The New Mexico incident?" Dustine asked

"Yep." Tony nodded. "Looks like we're going to get our miracle Valkyrie asked of us. Come to the bridge, quick."

"On it!" Dustine nodded and quickened her pace then grunted when they heard several loud booms. "Come on!"

"Yes ma'am!" Akeno ran with her.

"Security to flight deck! Security to the flight deck!" An announcement came over the public address system as they ran down the corridor, climbed a up a ladder, and trotted towards the bridge. "We have a level 3 emergency. I repeat we have a level 3 emergency."

"What's..." Dustine began as she strode onto the bridge then stopped as she observed the lightning storm within the sky. "Whoa. That IS one hell of a lightning storm."

"You can say that again." Nick Fury noted as he arrived moments later. "Status Commander Hill."

"We're at alert 3." Maria nodded. "Lots of lightning activity in the sky but our guest or guests hasn't arrived yet."

"Stark. Banner. What can you tell us." Fury demanded.

"Getting a lot of residual dark matter here! Lots of ionized radiation too." Bruce announced then glanced at Tony who looked equally fascinated. "Think whom or whatever came here came through a worm hole?"

"Possibly. Tony noted and shook his head. "...theres a lot of lightning so we couldn't see any visual manifstation of one in the sky. Would be a sight to see though."

"Yeah." Bruce nodded.

"Science brothers at work." Dustine smirked and joined Steve Rogers as he leaned against the railing as he gazed at the security team gathering on the deck. "Captain Rogers."

"Ma'am." Steve nodded then asked. "Do you know what they're talking about."

"Visitor from another world probably..." Dustine shrugged as the lightning storm picked.

"Is he...friendly?" Steve asked concernedly.

"Supposedly..." Nick Fury noted offhandedly then handed Rogers a file folder.

Steve glanced through the file then looked at Fury dubiously. "A god? Sir there's only one God, and I'm pretty sure he doesn't dress like that..."

Moments later, a bright beam of multicolored energy streaked down from the epicenter of the storm and crashed down on the deck of the helicarrier. The light faded to reveal a blonde haired warrior wearing Asgardian armor.

"Why don't you tell him that..." Nick gestured to the Asgardian on some of the monitor screens. He then pulled out his walkie talkie and spoke up as Valkyrie walked out to meet him . "Security teams...don't engage. He's an ally. Coulson go meet our 'friend'."

"Already on it Boss." Phil Coulson replied.

 **To be continued**

Rias Gremory and Akeno Himejima are from High School DXD, Valkyrie is from the comics(though I do know she appears in Thor Ragnarok) and the rest of the Avengers

Belong to Marvel.


	2. Chapter 2

**Tokyo Defenders Assemble**

Part II

 **May 4th 7:00AM SHIELD Helicarrier.**

"Why is the Tessaract in the hands of mortals?" Thor demanded, frowning at Fury and the others at the briefing table. Thor made a face. "We lost it long ago, but for it to turn up here..."

"My lord," Valkyrie put a calming hand on his shoulder

"The Nazi's, more specifically Hydra, found it in Germany..." Steve Rogers provided then added. "They used it to power their weapons and some vehicles. In the end the Skull disappeared while holding it...to who knows where."

"...and yet he ended up back here 88 years later." Fury noted. "...and he took it back from us."

"Why?" Thor asked.

"He wishes to bring an army here, my lord," Valkyrie noted.

"An army..." Thor murmured then snorted. "Then you will have a fight on your hands."

"You know this for certain?" Nick pounced on that

"We sent warriors through the Tesseract ages ago," Thor told them "They barely escaped from the thousands of warriors they encountered. They're called the Chitauri. If this Red Skull brings them here...it could be quite perilous for your people."

"Why not send other Asgardians?" Black Widow asked then nodded. "A few warriors assisted you in the Destroyer incident."

"The Rainbow Bridge is broken. It took much of Odin's power JUST to send me," Thor explained to the group. "Therefor I can not call on my people. However I can and will aide you in this coming battle."

"You wanna call on that contingency now?" Fury asked Dustine.

"You overheard?" Dustine binked.

"I tapped your phone." Fury noted. "Plus you called out while on my Carrier. We piggybacked your call."

"Remind me to update scrambling on my phones," Stark muttered

"Ditto..." Dustine muttered then asked Fury "Don't you have contingencies too?"

"I do. But one of those contingencies is out on another mission at the moment." Fury noted then smirked a bit wryly at Tony. "...and I don't mean War Machine."

"Fair enough..." Dustine shrugged then frowned. "We'll need a game plan to deal with Schmidt."

"Hit New York fas and hard, find the Skull and stop him," Steve suggested

"We'll need transport..." Natasha noted.

"We can provide that..." Fury nodded

"Sounds good to me...Steve nodded.

"New York is a BIG place... though I suppose when they fire up the Tesseract it'll be visible." Dustine noted

"Banner and I will keep an eye out for the cube," Tony offered. "We want to find it before it opens. THough I can kinda guess where it is."

"A guess isn't accurate boss..." Dustine smirked.

"Point..." Tony nodded.

"Does Barton know where it would be?" Fury asked Widow.

"He said no..." Widow shook her head then gazed at Fury. "...and he wants a shot if you can clear him."

"You think he's himself again?" Nick asked

"Yes. And he's very angry at being controlled," Widow answered firmly

"Tell him to suit up..." Nick nodded

"Will do." Black Widow nodded.

Moments later, Tony's phone started to ring. The billionarie blinked then pulled out the flip phone and checked who was calling. Frowning he answered it. "Happy...is something wrong?"

"A bunch of goons, cyborgs and boomers have taken over the tower boss," Happy Hogan reported from the safety of a ground car. "They were lead by guy wearing a skull for a mask. I think its a mask. They brought heavy equipment too. An array of some kind."

"The son of a bitch did it," Tony growled as Dustine and Akeno looked on with concern on their faces. "Stay out of sight and tell pepper to stay in washington if she can."

"Gotcha boss," Happy Hogan replied and cut the link. Tony scowled as he put the phone away.

"Boss you okay." Dustine asked worriedly.

"That was Happy, he's in charge of securiy at the tower," Tony explainded to the group. "He just reported that that Red Skull took the tower by force."

"Everyone all right." Akeno asked.

"No way of telling. But peppers safe." Tony noted.

"We'll send a escort if she's in the air," Phil Coulson suggested

"Thanks Phil..." Tony nodded.

"We'll probably need a team or two to deal with skulls forces," Dustine noted.

"We could send strike or sword teams to handle them," Maria Hill offered.

"How long would it take to deploy?" Widow asked

"Hour. Maybe two," HIll conceded

"We'll also have to be concerned about civilians...any way we can evacuate them." Steve asked.

"We have life barges." Fury nodded.

"Fair enough," Steve nodded then glanced at Dustine. "You want to calll on that contingency now?"

"Yeah, but again time is a factor...they can't get here instantly," Dustine cautioned

"I thought Rias could teleport instantly." Tony frowned.

"Herself, yeah. She could be right here. A GROUP takes time and more effort." Dustine noted then offered.

"So we go after the Skull while Rias transports the others." Tony suggested.

"Works for me." Dustine nodded and made the phone call.

"So...we're not keeping an eye on its activation?" Bruce asked.

"I KNOW you love the science, but this really isn't the time..." Tony sighed.

"Fair enough." Bruce nodded.

"Suit up people," Steve Rogers turned to the team then looked to Dustine. "We've got a city to protect."

"You got it Capsicle," Tony quipped then glanced at Dustine and Akeno. "C'mon team."

"Capsicle?" Steve sighed as he left. "Really."

"You'll get used to his...snarkyness" Romanov teased.

"Should call him Tony Snark instead." Steve deadpanned.

 **o0o o0o o0o o0o** **o0o o0o o0o o0o** **o0o o0o o0o o0o**

A squad of Quinjets flew towards the new york city skyline.

"Wow, what a view," Cap murmured quietly

"It has grown in the past 70-80 years," Tony noted as he sat in the co pilots chair next to widow.

"I'm not used o casually flying around like this," Cap admitted

"We're picking up radar and lidar," Widow reported from the pilot seat up front

"We'll be under fire shortly," Tony confirmed. As Cap watched the other jets peeled off, swiftly landing to deploy the evacuation teams.

"Think they've got Hammer drones on the roof tops?" Dustine asked

"Probably," Tony agreed as they banked towards Stark Tower.

Moments later flak started to fill the air.

"Brace yourselves!" Widow barked as she dove them down. The quinjet carrying Bruce, Valkyrie, Thor and Hawkeye followed them in.

"Bracing..." Akeno clung to a hand hold.

Moments later a klaxon warbled in Widow's ear as there was a flash of light from one of the roof tops. "We've got a lock!"

As they dodged a missile swept in, impacting on one jet's wing.

"Going down! Belt in!" Widow bellowed.

"Wheels won't deploy," Tony barked as he struggled with the lever.

"We'll splash down on the belly then." Widow barked.

"Everyone brace!" Captain America barked.

"This is going to suck." Widow predicted as they went down in a deserted street. The occupants held on tight as much as they could as the quinjet crash landed violently on the street. Akeno lost her grip and fell into Dustine's lap as the Quinjet slid to a stop.

"Is everyone al right." Captain America asked.

"A little shaken but all right." Dustine answered.

"I'm fine," Akeno giggled as she kinda cuddled against Dustine.

"Why couldn't that be me..." Tony sighed.

"Get off her lap please. She's engaged." Captain America ordered. Not that he didn't find that a bit shocking... still, it was the future.

"Aw you're no fun." Akeno pouted as she got up.

"Yeah cap stop being a stick in the mud." Tony teased.

"Focus. We've got a job to do." Captain America scowled and exitted the quinjet.

"You heard the man." Dustine sighed as she followed Captain America out of the downed Quinjet. Widow and Iron Man marched out, with Rescue following after them. Dustine scanned the skyline then scowled. "Theres probably more out there...wheres the other Quinjet."

"Here it comes." Steve noted as the Quinjet carrying the other half of the team landed safetly next to the downed craft. The cargo door cycled open to reveal a modified 4X4 all terrain vehicle.

"You guys have the WORST luck," Barton noted wryly as he drove up.

"Ha ha very funny." Black Widow scoffed

"Is everyone well?" Valkyrie asked

"A little shaken." Dustine nodded "But I'll be fine."

"All right, the tower is due north from here." Cap ordered briskly as he brought out a bike. Widow climbed into the driver seat while Barton flipped to the back of the ground vehicle. Valkyrie climbed in with them. "Thor, take to the air first. Stark. Akeno you two go next. We'll follow the rest through the streets."

"Right!" The group nodded and hurried off. Thor took to the air while the armored heroes launched into the air.

"We'll scout ahead," Tony replied.

"I'll stay with the group then." Dustine said as she watched Rescue and Iron Man fly up.

"You might want to transform, Doctor." Captain America advised.

"THe big guy... doesn't really obey orders. Might be best to wait," Banner sighed as they rode together.

"Very well," Cap nodded then glanced over at Barton and Widow. "Barton keep an eye on anything that's moving as we go through the streets."

"Your the boss, cap," Barton nodded as they drove towards the tower.

"You okay back there?" Banner asked.

"Yeah." Barton nodded then smirked wryly. "Standing in the back of a pick-up truck reminds me of the carnie days."

"You were in a carnival?" Bruce glanced back.

"Before SHIELD, yeah," Clint agreed then spotted several armored machines jetting off various points on stark tower. He pulled out his binos and glanced at a few. "Incoming. Mixture of boomers and Hammer droids. Stark."

"See em...will draw a few away." Tony nodded.

"Ageni your up..." Captain America called out.

"Gotcha cap," Dustine nodded as she raced ahead.

"This will be fun," Thor beamed as he charged them

"Careful My lord..." Valkyrie cautioned him.

"Yeah. These things can pack a punch." Dustine replied.

"Bah. These metal man can not withstand the might of my hammer." Thor scoffed then grunted as a aerial hammer droid fired its machine guns at it. He stopped mid air then threw the hammer at the droid. "Begone!"

Thor's hammer punched through the hammer droid like it was made of paper.

"Okay, I'm impressed," Dustine conceded as he caught his hammer then threw it at another.

"Our lord is quite skilled with his hammer" Valkyrie noted.

"I'm sure ALL the ladies agree," Tony snarked as he joined them.

"TONY!" Dustine hissed then grunted as a combat boomer tackled Valkyrie off of the 4X4 narrowly missing Barton. The boomer bearhugged her then boosted towards another building. "Valkyrie!"

"Didn't see that coming." Tony deadpanned.

"Neither did I," Dustine sighed then grunted as a small group of hammer droids banked towards them. "Incoming."

"I see em..." Tony nodded then mused. "Split up?"

"Got it..." Dustine banked away.

Tony swiftly engaged the first drone, trying a missile attack first. To his surprise, it was shot down easily.

"Upgraded," Tony muttered then banked away. "Okay lets try a different tactic."

Meanwhile, Dustine skipped complicated tactics and charged her drone with arm guns blazing. The drone banked away from the firepower, only to get tackled by Dustine suit. "Oh no you don't."

THe Hammer drone responded by decking her across the left temple. Her ears rang as the metal vibrated with a Dong sound.

"That hurt!" Dustine growled then ripped off its arm then used it as a bat to drive the unit away. It tumbled through the air only to be exploded effortlessly by one of Hawkeye's bomb arrows.

"Thanks." Dustine called out to Hawkeye.

"Don't mention it." Hawkeye noted then fired off another arrow at one chasing rescue. "Your friend needs help."

"On it..." Dustine nodded and banked towards her. "Rescue break right!'

"Yes yes!" Rescue nodded and broke off.

Moments later Dustines shoulder armor popped open and fired off several mini missiles at the drone. The drone banked away only to be shot down by the guided mini missiles.

"Thank you!" Akeno called

"Welcome..." Dustine nodded then was joined by Tony and two hammerdrones following him "Tony on your..."

"Do you HAVE to brute force things?" Tony asked as the drones meekly followed him. "I reprogrammed these two via wifi."

"What?" Dustine blinked.

"I named one Rover and the other Spot. Can I keep them." Tony quipped.

"Can they help?" Dustine asked.

"I wouldn't trust my control of them in pitched combat. I'll set them to guarding the jets..." Tony demured.

Dustine was gonna suggest having Jarvis look after them but decided against it.

"Sounds good to me." Dustine nodded.

"Rover, Spot.. go guard the Jets." Tony ordered.

"ARF." they replied mechanically before jetting away towards the jets.

"That is SO creepy..." Dustine noted.

Tony just shrugged as they rounded the building and banked up and right. "I'll take out the drones up top. help the others."

"Right..." Dustine nodded and banked towards the tower.

Meanwhile, on the ground, Captain America redirected a mouth laser blast at another boomer. The boomer staggered then fell over while Thor decked Captain America's first boomer attacker in the head with his hammer. The boomers head tumbled through the air as another boomer leapt at Captain America with hands both clenched. Captain America blocked the attack with his shield with all his might as a loud clang rang out. Moments later, Thor decapitated the boomer with a single throw of his hammer.

"Nice shield that." Thor noted as the hammer returned to him.

"Thanks." Captain America nodded.

"Hah!" Valkyrie grunted as she cleaved a deep gash into a 55C combat boomer. The boomer staggered a few times then collapsed a few feet away.

As it leaked oily biofluid Thor frowned. "Are these metal golems alive?"

"They've got artificial organs, blood, quasi-organic muscle fibers and a good damned good brain." Dustine noted as she landed close by. "They'd be great for body guarding...but too often they're used for assasinations or taking over a building."

"They aren't as tough as the Destroyer, I'll say that much," Thor sniffed.

"Yeah I heard about that." Dustine noted as Barton, Widow and Bruce arrived.

"Are we done here?" Widow asked.

"Looks like it." Cap nodded.

Moments later several tactical hammerdrones dropped down from the Stark tower.

"Looks like we've got more..." Dustine noted.

"Nah. I got it." Barton selected a claymore arrow and let it fly at the center drone's head. THe claymore went off tearing through the targets and causing them to fall to a heap. "Bullseye."

"Not bad." Dustine noted then grinned as she heard several explosions occur nearby. "Update on the aa drones?"

"All clear." Rescue noted.

"What now." Dustine asked. "Storm the castle?"

"The tower, yeah," Cap said, "maybe we'll be in time after all."

"Hopefully." Dustine nodded then blinked when a chime beeped in her ear. She glanced at the others. "Hold on."

"This is no time for a call..." Widow noted.

"No...my contingency is here." Dustine noted then answered it. "Ageni."

"She's on her way boss." Hayate noted.

"Good." Dustine nodded. Moments later, a blood red circle with ancient text appeared on the ground. Thor readied his hammer but Valkyrie steadied him.

"Magic. I hate magic," Tony muttered

The circle glowed brightly and with a few lightning flashes revealed several armed warriors. Rias was in the middle looking a bit beat and was being supported by a smallish girl.

"The cavalry has arrived." Rias noted weakly.

"Easy, master," the white haired girl helped her stand

Dustine jetted over to check on Rias. "Are you OK?"

"Just tired," Rias smiled wearily. "Give me a moment to re-charge..."

"Okay..." Dustine nodded then blinked as the others walked up cautiously. She hulk was wearing her combat attire, as was Hell Cat and Tigra. A pink haired woman wearing a odd outfit was standing off to the side as was short red head armed with a long sword.

"Jen?" Bruce replied looking a bit concerned.

"Oh...Hey Bruce." Jennifer Walters nodded.

"You know each other?" Dustine asked.

"Cousins." She Hulk nodded.

"Ah." Dustine nodded.

"Why is she with your contingent." Bruce Banner asked.

"She's our lawyer in japan." Dustine shrugged. "...and a damn good one at that."

"Everyone okay? Why aren't Testarossa and Takamachi here."

"They elected the long way..." She Hulk noted.

"What?" Dustine blinked.

"Here we are..." Two women in strange clothes arrived and touched down. One had long blonde hair pulled into a ponytail while the other had a pair of twin tails. They walked up carrying magic staffs of some kind and smiled grimly as the bright beam erupted from the array atop Stark tower, opening up a large portal in the sky. "...and it looks like we're right on time."

"There goes the neighborhood..." Cap frowned as the Chitauri warriors exited the portal on their sky chariots. They flew in all directions, speeding towards the un-evacuated parts of the city. They dipped down low, firing at the suprised civilians and their vehicles.

"You had to say it." Tony kinda glared at cap with his helmet open. "Call it captain."

"We need to split into two teams," Cap suggested then nodded. "Ageni your team will have to storm the tower and seal the portal. My team will primarily deal with containment and turning this army back."

"Right." Dustine nodded. "Anyone staying or going."

"I'll stay here with Mr Stark." Akeno smiled behind her visor.

"So will we." Nanoha and Fate nodded.

"Fair enough." Dustine nodded and turned to the others. "Lets go people."

Valkyrie paused then looked to Thor.

"Go. They may need your help." Thor nodded.

"Thank you my lord." Valkyrie flew after them.

As they went in the ground floor, Dustine saw security cameras and weapons disabled. Apparently the enemy hadn't taken over the tower security systems.

"Deserted..." Dustine noted as she looked around. Almost as soon as she said that, from a open corridor a group of drones charged them.

"You were saying..." A-ko readied her sword.

"Idiot." Koneko frowned as she got into a ready stance.

Lets go sword sisters..." Valkyrie nodded to A-ko and Signum before charging at the drones. The other two followed after Valkyrie as they enaged in a melee battle with the drones while Rias threw up magical shields to block the drones cannon fire.

"Mr Stark has to PAY for all this damage eventually."

"Not coming out of MY pay," She Hulk laughed as she smashed a droid into a wall.

"Ugh," Dustine winced "You are our lawyer remember.

She Hulk just chuckled as she and Signum ripped a drone in two. Dustine sighed and watched the melee battle ensue between her team and the drones. Using the still active wifi, she attempted to access the tower.

"Ma'am, it is a pleasure to see you," JARVIS said, relieved

"Glad your safe in one piece, Jarvis," Dustine noted.

"I can't say the same for whats going outside." JARVIS noted. "The building has been occupied by the invading aliens. They are coming down from the rooftop levels..."

"Terrific..." Dustine sighed then asked. "Where is Dr Selvig?"

"Dr Selvig is monitoring the portal device," JARVIS noted.

"...and the Red Skull?" Dustine asked.

"He and a few of his men were on the premises but left in a Quinjet shortly after the portal opened, ma'am," JARVIS informed her.

"Where was he headed?" Dustine asked

"Towards the Atlantic ocean I'm afraid, ma'am," JARVIS informed her.

"Got it. Will advise. Dustine out." Dustine nodded then tapped her helmet with a finger while the last combat drone fell to Valkyrie's feet. "Cap. Boss?"

"A little busy here." Tony stated as he blasted a few Chitauri Warriors.

"Same." Cap nodded as he swatted one away like a fly with his shield while Widow and Hawkeye battled a few using their own skills.

"I've contacted JARVIS. The aliens are coming into the building through the top floors." Dustine advised

"Well there goes my penthouse." Tony sighed.

"...and Dr Selvig?" Cap asked.

"Still up top." Dustine nodded then shook her head. "Unfortunately the red skull has already left the premises and is heading to the Atlantic. Thought you should know."

"Alright thanks." Captain America sighed then continued. "See if you can shut down that portal...and the sooner the better, Cap out."

"All right," Dustine turned to the group "JARVIS just informed me that we've got chitauri up on the upper levels."

The group nodded.

"We need to get through them reach the top and disable the Tesseract device." Dustine provided.

"Do we know how to do that." Hellcat asked.

"No. We wing it."

"Oy..." Hellcat made a face.

"Terrific..." Koneko made a similar face.

"The elevators are probably out so we're probably gonna use the stairs." Dustine pointed.

"Oh THAT is gonna suck." She Hulk grumbled

"Three of us can fly..." Signum noted.

"How about we carry a few up." Rias smiled thoughtfully at Dustine.

"Good idea..." Dustine nodded then decided. "I'll get Tigra and Hellcat."

"She hulk," Signum said, "and Koneko can perch on my back."

"I'll cary Valkyrie," Rias agreed

"Right." Dustine nodded and grabbed Tigra and hellcat.

"Oooh. I likey..."

"Shut UP Tigra..." Hellcat sighed.

"Up we go." Dustine blurted as they zoomed up the hole in the stairwell

Grrr," Rias grumbled. The others followed, swiftly flying up the stairway. They arrived at a surprisingly well maintained lounge area...that wasn't Tony's penthouse. "What is this place."

"Where are we?" Dustine blinked.

"Main reception for Mr Stark and his research teams." JARVIS told Dustine.

"Yeah we have something like this..." Dustine nodded

"R and D." JARVIS noted.

"Maybe they're up there." Tigra shrugged.

Moments later, several Chitauri soldiers crashed through the lounges windows.

"Damn it!" Dustine cursed then selected her weapons packages as the Chitauri warriors took aim with their weapons.

"Armor, scan them," Dustine ordered as she repulsored one back

"75% technological. Note that highter brain functions appear non-existant." Her armor's AI reported.

"So they're mindless drones?"

"Precisely."

"DOn't hold back, everyone! They're just biological robots, basically," Dustine called

"Don't have to tell me twice," She Hulk grinned as she smashed one into the granite floor.

Valkyrie cut the next one nearly in two, then kicked the body backwards.

"WE need to move on before they overwhelm us!" Hellcat yelled as she wrestled with another.

"Indeed," Signum nodded as she parried a melee strike then sliced a third in half.

"So where to next..." A-ko asked

"Labs?" Rias asked.

"Tony's gonna kill us..." Dustine sighed then blinked when Stark came on the Helmet radio.

"Get to the R&D level, quickly!" Stark ordered.

"Huh?"

"We don't want these things getting my tech, too!" Stark replied.

"JARVIS? Open up the shaft to R and D..." Dustine said as they headed to the elevator shaft.

"Its currently..." Jarvis began

"JARVIS just do it..." Dustine ordered

"Very well..." JARVIS sighed as the door opened to...a combat drone standing in the elevator car. The droid aimed at Dustine and fired all of its weapons. However the attack was blocked by Rias' shields as She-Hulk grabbed the machine and broke its back under her knee.

"Ow..." Dustine winced.

"Car's all clear. Going up." She-hulk grinned as she pitched the droid aside.

"Don't mind if we do..." Hellcat and Tigra nodded and walked in. The rest followed suit with She hulk glanced back at Dustine who was gazing out one of the broken windows.

"Boss." She Hulk asked.

"You guys go ahead." Dustine nodded and smiled behind her helmet. "We'll pop outside to scout ahead and call out targets...aaaaaaand I want to see how bad the city is getting."

"Don't get caught up in the battle boss." She hulk grinned as they tabbed the door closed

"Lets go..." Dustine nodded then blinked as she heard the hulk hooowl. Dustine turned to see the tail end of an armored snake like creature pitch towards them

"Oh lovely..." Rias sighed

"How the HELL..." Dustine yelped

"Hold on." Tony blurted. Moments later there was an explosion and the tail crashed unceremoniously down to the ground.

"Wow."

"I felt the earth move. How about you?" Rias teased

"Not now, dear..." Dustine sighed as she heard Hulk let out a defiant angry roar to the screeches and howls made by the Chitauri warriors around them.

"I THINK they're mad, now." Rias observed.

"Let's get going..." Dustine advised as she flew out the hole to the top research floor. As they came up, they saw She HUlk and the others fighting through a mob of enraged Chitauri ...

"Damn," Dustine frowned as she glanced at the battle.

"What was that you said about calling out targets." Rias asked as chitauri sky chariots flitted about.

"Point. Let's join the party..." Dustine said, blasting another sky chariot before crashed through another window and landed next to Hellcat.

"About time you got here, War Machine!"

"Yeah, yeah..." Dustine rolled her eyes and blasted a Chitauri warrior with her repulsor "and thats War Maiden too you."

"More like War Toy," She Hulk teased

"Same thing." Tigra grinned as she and Hellcat double teamed a warrior

"Jeez..." Dustine rolled her eyes as they fought side by side in a pitched battle. Outside, Cap, Widow and Barton fought side by side on the ground while Iron man and Rescue flew around, blasting Chitauri sky chariots in the air. Nanoha and Fate supported Thor in the air by blasting and slicing Chitauri warriors and turning back Chitauri Leviathans. Lastly, Hulk bounded from building to building smashing and thrashing Chitauri and their chariots. They were keeping things from spreading, but the aliens were gradually overwhelming the teams. Eventually one of them called out to the team in the tower.

"Signum!" Nanoha called out over the commlines.

"What is it Takamachi..." Signum grunted as she cut down a chitauri warrior.

"Can you do SOMETHING about the gate? We can't contain this much longer!" Nanoha asked

"Will do..." Signum nodded and turned to Dustine. "Ageni."

"On it..." Dustine nodded and blasted out from where she came. She zipped up then targeted the portal device and blasted it. Unfortunately, the portal device had an impressive force field that was protecting and the shock wave knocked her back a bit.

"Geez." Dustine growled.

"YOu okay, love," Rias asked as she joined her.

"Yeah. I HATE force fields." Dustine sighed.

"Let me look," Rias suggested and peered at the device.

"Be my guest." Dustine nodded as she checked on Dr Selvig. "Sir are you okay?"

"Huh? Wha?" Selvig grunted then looked up. "Oh no."

"Yeah." Dustine nodded. "The portal to the chitauri has been opened proffessor. This thing has an impressive forcefield. How do we shut it off."

"You have to get the sceptre," Selvig insisted as a red glow flared behind them. "I built in a weakness..."

Moments later there was a crashing sound behind them as the device shut down. Both turned to gaze at Rias who had the cube in her hand. Above them the portal began to close. "You were saying something about a weakness, doctor."

"WHAT?" Selvig blinked.

"How?" Dustine asked firmly.

"Magic. I teleported it out." Rias shrugged.

"Ah... I need a drink," the scientist sighed.

"Doctor, with the Tesseract out, how long will the portal stay open?" Dustine asked

"A few minutes at the most..." Dr Selvig shrugged.

"Got it." Dustine nodded and called out over the commline. "We have the cube. Portal will be closing in a few minutes."

"Roger...I..." Captain America began "Hold on...something's happening here."

Moments later, tHere was a sudden, frightening howl from the aliens. Clearly they realized things had turned... and they all attacked almost at once.

"BOSSSS!" Hellcat called for Dustine as the Chitauri in the tower started to fire at them intensly.

"Coming!" Dustine called out then zipped back down to the upper most floor of the research wing and landed in the middle of the fray

"Uh oh." Dustine grunted as a few pointed their weapons at her. She frowned then started to fire her repulsors and arm guns at the warriors. A few went down but more kept coming. "What do we do?"

Moments later a shield bounced around disarming a few. Dustine looked over her shoulder to see a battle hardened Captain America standing next to her.

"Try to keep them away from civilians," Cap said as he caught his shield.

"Will do."

"How did you..." Rias blinked.

"That guy..." Captain pointed his thumb at Iron man.

"Really did you have to trash all my things..." Tony Stark said to the Chitauri in a sad tone.

"Raaawr!"

"I guess that answers that..." Tony replied and joined the fray blasting the Chitauri warriors with his repulsors

Down below, A Chitauri tried yelling at the Hulk defiantly. Hulk grabbed it and started to thrash it around on the concrete.

THUMP THUMP THUMP THUMP THUMP THUMP

"Puny alien." Hulk intoned as he lept away.

"Remind me not to piss him off," Dustine noted as she caught the last bit from Rescue's POV.

"I know right." Rescue replied.

The battle continued for a few minutes more as the Avengers and Dustine's team held them off. Then...without warning the portal closed and the chitauri aliens fell over.

"Wow," a cop muttered.

"Its over?" Another asked as they toppled over

"Thats not all..." A third replied as they saw several sky chariots fall out of the sky only to be disintegrated by a thick pink beam of light.

"What was that..." The first cop asked.

"Only in New York I guess..." The second shrugged.

Back on 6th and main, Nanoha gasped for air as her staff expelled two clouds of gas. She lifted the head into the air and rested the bottom on the ground.

"Are you all right, milady," Thor asked as he landed next to her.

"I'm fine," Nanoha smiled wanly. "I just over exerted myself a little, thats all."

"If you need me to carry you..." THor offered

"As I said I'm fine," Nanoha grinned contritely at the Norse God. "Besides, someone else has first dibs on carrying me."

Thor was going press more when Fate descended from the sky in her Shin Sonic form.

"Nanoha!" Fate called out aske she trotted over with her Riot Zanber over her shoulder. When she reached Nanoha, she reached out to touch her friends arm. "Are you alright?"

"Ah," Thor smiled then walked off "I'm fine. Just a little worn out." Nanoha smiled weakly at her.

"You shouldn't push yourself..." Fate chided her.

"Ha. I didn't punch one of those giant sky monsters to death, like Thor and Hulk." Nanoha noted. "I had it easy."

"Still," Fate said as she supported her

Moments later, Dustine and the others descended from the top research floor of Stark Tower.

"Well, helloooo..." Tony drawled as he took in Fates combat attire.

"Don't start Tony..." Dustine rolled her eyes at her boss who was currently holding onto cap

Ma'am...you might want to wear something a little less revealing." Cap advised after they touched down.

*Black Widow gives him a look in her skintight bodysuit*

"Errr..."

She Hulk saunters up in a outfit that's more rips than cloth.

"Tony, we need tougher costumes." She said

"I'll consider it..." Tony nodded as he looked around "Any stragglers?"

"None that I can see..." Barton shrugged as he checked his quiver. Right out of arrows too.

"A most glorious battle, my lord!" Valkyrie cheerfully told Thor

"Indeed..." Thor nodded then glanced at Rias. "...and thou has the Tessaract, Milady?"

"Yep." Rias nodded and patted her satchel. "ITs in here."

"...and yet Skull nowhere to be found." Widow frowned.

"he'll show up sooner or later." Cap noted.

"Call it in?" Tony asked.

"Bet you Fury already knows" Barton deadpanned. Moments later, the Shield Hellicarier de-cloaks above them. Several quinjets and lifeboat type crafts descend from it. "Yeh. He knows."

"Too bad they couldn't have joined the fight," She Hulk noted

"It's not THAT well armed or armored," Tony noted. "And just imagine the bad PR is it was crippled and fell on NY?"

"Point..." She hulk nodded.

"Where's your cousin, by the way?" Dustine asked.

"I've got him." Akeno replied as she returned with Dr Banner in her arms.

"How..." Dustine blinked.

"I charmed the beast a little." Akeno said with a giggle.

"Well now that we're all here..." Tony shrugged then quipped. "Anyone up for some Shawarma. I don't know what it is of it but I wanna try it."

EOF

...and so concludes the battle of New York. Tune in next chapter for the aftermath of the battle. A-ko is from Project A-ko. Nanoha and Fate from Magical Girl Lyrical Nanoha Strikers appear along with Tigra, Hellcat and She Hulk who appear in Marvel's Fearless defenders. Koneko, Rias Gremory and Akeno are from High School DXD


End file.
